BHARTI REALTY PVT LTD Vs. STATE

JUDGEMENT

(1.) THIS is a petition under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of the Scheme of Arrangement which provides for amalgamation of M's Bharti Realty Pvt. Ltd. (transferor company No. 1) with M/s jasmine Projects Pvt. Ltd. and the demerger of the non-core business undertaking of M/s Bharti Teletech Ltd. (demerged/transferor company no. 2) which shall then be vested into M/s Jasmine Projects Pvt. Ltd. (transferee company ).

(2.) THE registered offices of the Transferor company no. 1 and the transferee company are situated at 5/12, Mehrauli Road, New Delhi - 110030, that is, within the jurisdiction of this Court. The registered office of demerged/transferor company no. 2 is situated at D-195, Okhla Industrial Area, phase I, New Delhi 110020, that is, within the jurisdiction of this Court.

(3.) THE Transferor company no. 1 was incorporated on 06. 06. 2003. The authorized share capital of the Transferor company no. 1 as on 31st March, 2007, was Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. However, the same stands increased to Rs. 1,09,00,000/- from the date of effectiveness of a separate Scheme of Amalgamation, having been sanctioned by this Court vide order in CA (M) 138/2007 dated 5th December, 2007, and the increase in the authorized share capital being allowed vide in CA 1202/07 dated 23rd November 2007. The Scheme as in CA (M) 138/2007 envisaged the amalgamation of 5 subsidiary companies of Transferor company no. 1 into itself. The issued, subscribed and paid up equity share capital of the Transferor company no. 1 is Rs. 1,00,000/-divided into 10,000 equity shares of Rs. 10/- each.